Common use of Initiation and Confirmation Clause in Contracts

Initiation and Confirmation. (i) On or after the Effective Date but prior to the Facility Expiration Date, Seller may, from time to time request that Buyer enter into a Transaction with respect to a proposed Purchased Asset by delivering to Buyer a Transaction Request and Due Diligence Package. Buyer shall have the right to request such additional diligence materials with respect to a proposed Purchased Asset as Buyer deems necessary in its sole discretion. Buyer shall use commercially reasonable efforts to, within ten (10) Business Days after receipt of a Transaction Request, Due Diligence Package and additionally requested diligence materials, (i)(A) complete its due diligence review of the proposed Purchased Asset and (B) receive an internal credit decision with respect to the proposed Transaction and (ii) upon completion of the conditions in the preceding clause, (A) notify Seller that the proposed Transaction is approved by delivering to Seller a duly completed Confirmation executed by Buyer or (B) notify Seller that the proposed Transaction is disapproved; provided that Buyer’s decision to approve any Transaction shall be made in Buyer’s sole and absolute discretion. Upon receipt of a completed Confirmation executed by Buyer, Seller shall evidence its agreement to proceed with the proposed Transaction by promptly returning to Buyer a counter-executed Confirmation. Unless Buyer and Seller agree otherwise in writing, Buyer’s failure to respond to Seller within the time period set forth in the preceding sentence shall be deemed disapproval of Seller’s request to enter into a proposed Transaction. For the avoidance of doubt, Seller acknowledges that at no time shall Buyer be obligated to agree to purchase or effect the transfer of any asset proposed by Seller.

Initiation and Confirmation. (i) On or after the Effective Date but prior An agreement to the Facility Expiration Date, Seller may, from time to time request that Buyer enter into a Transaction with respect shall be initiated by a Seller's delivery of a Request for Purchase to a proposed Purchased Asset by delivering to Buyer a Transaction Request and Due Diligence PackageBuyer. Buyer shall have confirm the right terms of each Transaction by issuing a written confirmation (a "Confirmation") to request such Seller promptly after the Buyer's receipt of the Request for Purchase. Such Confirmation shall describe the Purchased Loans, identify Buyer and Seller and set forth (i) the Purchase Date, (ii) the Purchase Price, (iii) the Repurchase Date, (iv) the Pricing Rate applicable to the Transaction and the Buyer's LTV in the case of Bridge Mortgage Loans, (v) the Applicable Collateral Maintenance Percentages and (vi) additional diligence materials terms or conditions not inconsistent with respect this Agreement. After receipt of the Confirmation, the Seller shall sign the Confirmation and promptly return it to a proposed Purchased Asset as Buyer deems necessary in its sole discretionBuyer. Any Confirmation by Buyer shall use commercially reasonable efforts tobe deemed to have been received by the Seller on the date actually received by the Seller. Each Confirmation, within ten together with this Agreement, shall be conclusive evidence of the terms of the Transaction(s) covered thereby unless objected to in writing by the Seller no more than three (103) Business Days after receipt of the date the Confirmation was received by the Seller or unless a Transaction Requestcorrected Confirmation is sent by Buyer. An objection sent by a Seller must specifically state the objection, Due Diligence Package and additionally requested diligence materialsmust specify the provision(s) being objected to by the Seller, (i)(Amust set forth such provision(s) complete its due diligence review of the proposed Purchased Asset and (B) receive an internal credit decision with respect to the proposed Transaction and (ii) upon completion of the conditions in the preceding clause, (A) notify Seller manner that the proposed Transaction is approved by delivering to Seller a duly completed Confirmation executed believes they should be stated, and must be received by Buyer or no more than three (B3) notify Seller that Business Days after the proposed Transaction is disapproved; provided that Buyer’s decision to approve any Transaction shall be made in Buyer’s sole and absolute discretion. Upon receipt of a completed Confirmation executed was received by Buyer, Seller shall evidence its agreement to proceed with the proposed Transaction by promptly returning to Buyer a counter-executed Confirmation. Unless Buyer and Seller agree otherwise in writing, Buyer’s failure to respond to Seller within the time period set forth in the preceding sentence shall be deemed disapproval of Seller’s request to enter into a proposed Transaction. For the avoidance of doubt, Seller acknowledges that at no time shall Buyer be obligated to agree to purchase or effect the transfer of any asset proposed by Seller.

Initiation and Confirmation. (i) On or after the Effective Date but prior to the Facility Expiration Date, Seller may, from time to time time, request that Buyer enter into a Transaction with respect to a proposed Purchased Asset by delivering to Buyer a Transaction Request and Due Diligence Package. Buyer shall have the right to request such additional diligence materials with respect to a proposed Purchased Asset (and/or with respect to a Senior Interest or Mezzanine Loan, the related Whole Loan) as Buyer deems necessary in its sole discretion. Buyer shall use commercially reasonable efforts to, within ten (10) Business Days after receipt of a Transaction Request, Due Diligence Package and additionally requested diligence materials, (i)(A) complete its due diligence review of the proposed Purchased Asset and (B) receive an internal credit decision with respect to the proposed Transaction and (ii) upon completion of the conditions in the preceding clause, (A) notify Seller that the proposed Transaction is approved by delivering to Seller a duly completed Confirmation executed by Buyer or (B) notify Seller that the proposed Transaction is disapproved; provided that Buyer’s decision to approve any Transaction shall be made in Buyer’s sole and absolute discretion. Upon receipt of a completed Confirmation executed by Buyer, Seller shall may evidence its agreement to proceed with the proposed Transaction by promptly returning to Buyer a counter-executed Confirmation. Unless Buyer and Seller agree otherwise in writing, Buyer’s failure to respond to Seller within the time period set forth in the second preceding sentence shall be deemed disapproval of Seller’s request to enter into a proposed Transaction. For the avoidance of doubt, Seller acknowledges that at no time shall Buyer be obligated to agree to purchase or effect the transfer of any asset proposed by Seller.

Initiation and Confirmation. (i) On or after During the Effective Date but prior to the Facility Expiration Dateterm of this Agreement, any Seller may, from time to time request that Buyer Purchaser enter into a Transaction with respect to an Eligible Asset (a proposed Purchased Asset “Proposed Asset”) by delivering to Buyer Purchaser a Transaction Request and Due Diligence Package. Buyer Purchaser shall have the right to request such additional diligence materials with respect to a proposed Purchased Proposed Asset as Buyer Purchaser deems necessary in its sole discretion. Buyer Purchaser shall use commercially reasonable efforts to, within ten (10) Business Days after receipt of a Transaction Request, Due Diligence Package and additionally requested diligence materials, (i)(A1) (A) complete its due diligence review of the proposed Purchased Proposed Asset and (B) receive an internal credit decision with respect to the proposed Transaction and (ii2) upon completion of the conditions in the preceding clause, (A) notify the applicable Seller that the proposed Transaction is approved by delivering to such Seller a duly completed Confirmation executed by Buyer Purchaser or (B) notify such Seller that the proposed Transaction is disapproved; provided that Buyerthat, Purchaser’s decision to approve any Transaction shall be made in BuyerPurchaser’s sole and absolute discretion; provided further, that, Purchaser shall have no obligation to consider any Transaction the requested Purchase Date for which is during the thirty (30) day period immediately prior to the Initial Facility Expiration Date, other than a Future Funding Advance Draw made in accordance with Article 3(e)(iv). Upon receipt of a completed Confirmation executed by BuyerPurchaser, the applicable Seller shall evidence its agreement to proceed with the proposed Transaction by promptly returning to Buyer Purchaser a counter-counter executed Confirmation. Unless Buyer Purchaser and the applicable Seller agree otherwise in writing, BuyerPurchaser’s failure to respond to such Seller within the time period set forth in the preceding sentence shall be deemed disapproval of such Seller’s request to enter into a proposed Transaction. For From and after the avoidance of doubtInitial Facility Expiration Date, other than with respect to a Future Funding Advance Draw made in accordance with Article 3(e)(iv), no Seller acknowledges that at no time shall Buyer be obligated permitted to agree to purchase or effect the transfer of enter into any asset proposed by Sellernew Transactions hereunder.

Initiation and Confirmation. (i) On or after the Effective Date but prior to the Facility Availability Period Expiration Date, Seller may, from time to time request that Buyer Purchaser enter into a Transaction with respect to a proposed Purchased Asset by delivering to Buyer Purchaser a Transaction Request and Due Diligence Package. Buyer Purchaser shall have the right to request such additional diligence materials with respect to a proposed Purchased Asset as Buyer Purchaser deems necessary in its sole discretion. Buyer Purchaser shall use commercially reasonable efforts to, within ten (10) Business Days after receipt of a Transaction Request, Due Diligence Package and additionally requested diligence materials, (i)(A) complete its due diligence review of the proposed Purchased Asset and (B) receive an internal credit decision with respect to the proposed Transaction and (ii) upon completion of the conditions in the preceding clause, (A) notify Seller that the proposed Transaction is approved by delivering to Seller a duly completed Confirmation executed by Buyer Purchaser or (B) notify Seller that the proposed Transaction is disapproved; provided that BuyerPurchaser’s decision to approve any Transaction shall be made in BuyerPurchaser’s sole and absolute discretion. Upon receipt of a completed Confirmation executed by BuyerPurchaser, Seller shall evidence its agreement to proceed with the proposed Transaction by promptly returning to Buyer Purchaser a counter-executed Confirmation. Unless Buyer Purchaser and Seller agree otherwise in writing, BuyerPurchaser’s failure to respond to Seller within the time period set forth in the preceding sentence shall be deemed disapproval of Seller’s request to enter into a proposed Transaction. For the avoidance of doubt, Seller acknowledges that at no time shall Buyer Purchaser be obligated to agree to purchase or effect the transfer of any asset proposed by Seller.

Initiation and Confirmation. (i) On or after the Effective First Amendment and Restatement Date but prior to the Initial Facility Expiration Date, Seller may, from time to time request that Buyer enter into a Transaction with respect to a proposed Purchased Asset by delivering to Buyer a Transaction Request and Due Diligence Package. Buyer shall have the right to request such additional diligence materials with respect to a proposed Purchased Asset (and/or with respect to a Senior Interest or Mezzanine Loan, the related Whole Loan) as Buyer deems necessary in its sole discretion. Buyer shall use commercially reasonable efforts to, within ten five (105) Business Days after receipt of a Transaction Request, Due Diligence Package and additionally requested diligence materials, (i)(A) complete its due diligence review of the proposed Purchased Asset and (B) receive an internal credit decision with respect to the proposed Transaction and (ii) upon completion of the conditions in the preceding clause, (A) notify Seller that the proposed Transaction is approved by delivering to Seller a duly completed Confirmation executed by Buyer Xxxxx or (B) notify Seller that the proposed Transaction is disapproved; provided that BuyerXxxxx’s decision to approve any Transaction shall be made in Buyer’s sole and absolute discretion. Upon receipt of a completed Confirmation executed by BuyerXxxxx, Seller shall may evidence its agreement to proceed with the proposed Transaction by promptly returning to Buyer a counter-executed Confirmation. Unless Buyer and Seller Xxxxxx agree otherwise in writing, BuyerXxxxx’s failure to respond to Seller within the time period set forth in the second preceding sentence shall be deemed disapproval of Seller’s request to enter into a proposed Transaction. For the avoidance of doubt, Seller acknowledges that at no time shall Buyer be obligated to agree to purchase or effect the transfer of any asset proposed by Seller.

Initiation and Confirmation. (i) On or after the Effective Closing Date but prior to the Initial Facility Expiration Date, Seller may, from time to time request that Buyer enter into a Transaction with respect to a proposed Purchased Asset by delivering to Buyer a Transaction Request and Due Diligence Package. Buyer shall have the right to request such additional diligence materials with respect to a proposed Purchased Asset (and/or with respect to a Senior Interest or Mezzanine Loan, the related Whole Loan) as Buyer deems necessary in its sole discretion. Buyer shall use commercially reasonable efforts to, within ten five (105) Business Days after receipt of a Transaction Request, Due Diligence Package and additionally requested diligence materials, (i)(A) complete its due diligence review of the proposed Purchased Asset and (B) receive an internal credit decision with respect to the proposed Transaction and (ii) upon completion of the conditions in the preceding clause, (A) notify Seller that the proposed Transaction is approved by delivering to Seller a duly completed Confirmation executed by Buyer Xxxxx or (B) notify Seller that the proposed Transaction is disapproved; provided that BuyerXxxxx’s decision to approve any Transaction shall be made in Buyer’s sole and absolute discretion. Upon receipt of a completed Confirmation executed by BuyerXxxxx, Seller shall may evidence its agreement to proceed with the proposed Transaction by promptly returning to Buyer a counter-executed Confirmation. Unless Buyer and Seller Xxxxxx agree otherwise in writing, BuyerXxxxx’s failure to respond to Seller within the time period set forth in the second preceding sentence shall be deemed disapproval of Seller’s request to enter into a proposed Transaction. For the avoidance of doubt, Seller acknowledges that at no time shall Buyer be obligated to agree to purchase or effect the transfer of any asset proposed by Seller.

Initiation and Confirmation. (i) On or after the Effective Date but prior to the Initial Facility Expiration Date, Seller may, from time to time request that Buyer enter into a Transaction with respect to a proposed Purchased Asset by delivering to Buyer a Transaction Request and Due Diligence Package. Buyer shall have the right to request such additional diligence materials with respect to a proposed Purchased Asset (and/or with respect to a Senior Interest or Mezzanine Loan, the related Whole Loan) as Buyer deems necessary in its sole discretion. Buyer shall use commercially reasonable efforts to, within ten five (105) Business Days after receipt of a Transaction Request, Due Diligence Package and additionally requested diligence materials, (i)(A) complete its due diligence review of the proposed Purchased Asset and (B) receive an internal credit decision with respect to the proposed Transaction and (ii) upon completion of the conditions in the preceding clause, (A) notify Seller that the proposed Transaction is approved by delivering to Seller a duly completed Confirmation executed by Buyer or (B) notify Seller that the proposed Transaction is disapproved; provided that Buyer’s decision to approve any Transaction shall be made in Buyer’s sole and absolute discretion. Upon receipt of a completed Confirmation executed by Buyer, Seller shall may evidence its agreement to proceed with the proposed Transaction by promptly returning to Buyer a counter-executed Confirmation. Unless Buyer and Seller agree otherwise in writing, Buyer’s failure to respond to Seller within the time period set forth in the second preceding sentence shall be deemed disapproval of Seller’s request to enter into a proposed Transaction. For the avoidance of doubt, Seller acknowledges that at no time shall Buyer be obligated to agree to purchase or effect the transfer of any asset proposed by Seller.

Initiation and Confirmation. (i) On or after the Effective Closing Date but prior to the Facility Availability Period Expiration Date, Seller Counterparties may, from time to time request that Buyer Purchaser enter into a Transaction with respect to a proposed Purchased Eligible Asset by or Contributed Swingline Loan by, other than with respect to a Swingline Transaction, delivering to Buyer Purchaser a Transaction Request and Due Diligence Package. Buyer The addition to the facility of Contributed Swingline Loans shall be governed by Article 3(j) hereof. Purchaser shall have the right to request such additional diligence materials with respect to a proposed Purchased Eligible Asset as Buyer Purchaser deems necessary in its sole discretion. Buyer Purchaser shall use commercially reasonable efforts to, within ten (10) Business Days after receipt of a Transaction Request, Due Diligence Package and additionally requested diligence materials, (i)(A) complete its due diligence review of the proposed Purchased Eligible Asset and (B) receive an internal credit decision with respect to the proposed Transaction and (ii) upon completion of the conditions in the preceding clause, (A) notify Seller Counterparties that the proposed Transaction is approved by delivering to Seller Counterparties a duly completed Confirmation executed by Buyer Purchaser or (B) notify Seller Counterparties that the proposed Transaction is disapproved; provided that BuyerPurchaser’s decision to approve any Transaction shall be made in BuyerPurchaser’s sole and absolute discretion. Upon receipt of a completed Confirmation executed by BuyerPurchaser, Seller Counterparties shall evidence its agreement to proceed with the proposed Transaction by promptly returning to Buyer Purchaser a counter-executed Confirmation. Unless Buyer Purchaser and Seller Counterparties agree otherwise in writing, BuyerPurchaser’s failure to respond to Seller within the time period set forth in the preceding sentence shall be deemed disapproval of Seller’s request to enter into a proposed Transaction. For the avoidance of doubt, the Seller acknowledges Counterparties acknowledge that at no time shall Buyer Purchaser be obligated to agree to purchase or effect the transfer of any asset proposed by Sellerany Seller Counterparty.